Eureka Acquisition Corp (EURK) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated August 4, 2025, pertains to Eureka Acquisition Corp, a Cayman Islands exempted company. The filing addresses the extension of the deadline to consummate an initial business combination and the associated financing arrangements.
Key Financial Metrics and Obligations
- Extension Fee: $150,000 deposited into the Trust Account on July 31, 2025.
- New Debt Obligation: The Company issued an unsecured promissory note (the "Extension Note") in the principal amount of $150,000 to its Sponsor, Hercules Capital Management Corp.
- Interest Rate: 0% (non-interest bearing).
- Repayment Terms: Payable in full upon the earlier of the consummation of a business combination or the Company's expiry date.
- Conversion Rights: The Sponsor may convert the note into private Units at a price of $10.00 per Unit.
Material Changes
The primary material change is the extension of the business combination deadline. Originally set to expire on August 3, 2025, the deadline has been extended by one month to September 3, 2025. This extension was facilitated by the deposit of the $150,000 Monthly Extension Fee into the Trust Account.
Outlook, Risks, and Contingencies
- Extension Mechanism: The Company retains the ability to extend the combination period further in one-month increments up to July 3, 2026, subject to additional $150,000 deposits.
- Default Risks: Events of default for the Extension Note include failure to pay within five business days of maturity, bankruptcy proceedings, breach of obligations, cross-defaults, enforcement proceedings, or unlawfulness of the note's performance.
- Acceleration: Upon an event of default, the Extension Note may be accelerated.
- Equity Issuance: Unregistered sales of equity securities may occur if the Sponsor exercises the right to convert the note into Units prior to the business combination closing.
Investor Verification Checklist
- Verify the current balance in the Trust Account following the $150,000 deposit.
- Confirm the Sponsor's intent regarding the conversion of the $150,000 Extension Note into equity.
- Monitor for any announcements regarding further monthly extensions beyond September 3, 2025.
- Review the full text of the Extension Note (Exhibit 10.1) for specific default triggers and acceleration clauses.